In the era of Highly Active Antiretroviral Treatment (HAART), HIV is increasingly a chronic illness. The experience of pain now often occurs over the entire course of infection, with 30-65% of HIV patients having chronic pain that is frequent, severe, may not be reversible, and interferes with daily activities. For most, no fully effective non-pharmacological therapies exist to improve pain outcomes. Developing a novel pain treatment is complicated by the fact that among HIV patients, pain often co- occurs with depression, one of the most common mental health disorders in HIV patients. This project will develop a collaborative treatment, in which behavioral health specialists (BHS: social workers, nurses, psychologists) and primary care providers (PCPs) share a unified plan for addressing pain and depression in patients receiving HIV care in a Community Health Center primary care setting. This collaborative therapy, entitled HIVPASS (HIV Pain And Sadness Study), builds upon behavior therapy that targets a reduction in behavioral avoidance and an increase in behavioral activation to address both conditions concurrently. Achievement of the Specific Aims will occur in the context of two phases. First, we will conduct an open trial of HIVPASS (n=10). Next, we will conduct a pilot randomized clinical trial (n=30) with two treatment arms, HIVPASS and Health Education. Pain will be the primary outcome variable assessed, and depression and antiretroviral adherence will be the secondary outcome variables. The Aims of this project are: 1. To develop and refine HIVPASS so that it meets standards of feasibility and acceptability for primary care physicians (PCPs), behavioral health specialists (BHSs), and participants (open trial and pilot RCT); a. To develop, field-test, and finalize a HIVPASS manual; b. To develop a reliable measure of BHS adherence to the manual; c. To develop, field-test, and finalize BHS training and supervision procedures; 2. To refine research procedures (e.g., consent process, randomization process, and assessment procedures), and establish their feasibility and acceptability to participants (pilot RCT) while confirming recruitment goal targets. This line of work could lead to the incorporation of theoretically-driven and effective treatment for patients with pain and depression into HIV care. This would be the first empirically-tested therapy protocol that specifically integrates treatment of these conditions in HIV research. We believe that this treatment will lead to improved pain and depression outcomes in population.